Subchapter E. ELECTION CONTESTS
GENERAL PROVISIONS Sec.
23.51. Definition of ‘‘participant’’ and ‘‘participant in a solicitation.’’
23.52. Applicability.
23.53. Filing requirements for initial solicitations.
23.54. Annual reports.
FILING INFORMATION REQUIRED BY SCHEDULE B
23.61. Duplicate information.
23.62. Reports subsequent to solicitation.
23.63. Opposition solicitation.
23.64. Information as to additional participants.
23.65. Material changes.
23.66. Public files.
23.67. Solicitations prior to written proxy statements.
Cross References This subchapter cited in 31 Pa. Code § 23.73 (relating to persons making solicitations not subject to election contest provisions—Item 3).
GENERAL PROVISIONS
§ 23.51. Definition of ‘‘participant’’ and ‘‘participant in a solicitation.’’
(a) When used in this subchapter, the terms ‘‘participant’’ and ‘‘participant in a solicitation’’ shall include the following meanings, unless the context clearly indicates otherwise:
(1) The insurer.
(2) Any director of the insurer and any nominee for whose election as a director proxies are solicited.
(3) Any other person, acting alone or with one or more other persons, committees, or groups, in organizing, directing, or financing the solicitation.
(b) When used in this subchapter, the terms ‘‘participant’’ and ‘‘participant in a solicitation’’ shall not include any of the following:
(1) A bank broker or dealer who in the ordinary course of business lends money or executes orders for the purchase or sale of securities but who is not otherwise a participant.
(2) Any person or organization retained or employed by a participant to solicit security holders or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties.
(3) Any person employed in the capacity of attorney, accountant, or advertising, public relations, or financial adviser, and whose activities are limited to the performance of his duties in the course of the employment.
(4) Any person regularly employed as an officer or employe of the insurer or any of its subsidiaries or affiliates but who is not otherwise a participant.
(5) Any officer or director, or any person regularly employed by any other participant, if the officer, director or employe is not otherwise a participant.
§ 23.52. Applicability.
The provisions of this subchapter shall apply to any solicitation made by any person or group in order to oppose any other solicitation issued under this chapter with respect to the election or removal of directors at any annual or special meeting of security holders.
§ 23.53. Filing requirements for initial solicitations.
Two copies of any soliciting material proposed to be sent or given to security holders prior to the furnishing of the written proxy statement required by § 23.21 (relating to required information prior to solicitations) shall be filed with the Insurance Department in preliminary form at least five business days prior to the date definitive copies of the material are first sent or given to the security holders, or within any shorter period which the Insurance Department may authorize upon a showing of good cause.
§ 23.54. Annual reports.
(a) Notwithstanding the provisions of § § 23.22 and 23.24 (relating to financial statements accompanying proxies; information statement to security holders), two copies of any portion of the annual report referred to in § 23.23 (relating to copies for Insurance Department), which comments upon or refers to any solicitation or which refers to any participant in such a solicitation, other than solicitations by the management, shall be filed with the Insurance Department as proxy material subject to the provisions of this chapter.
(b) The portion of the report specified in subsection (a) shall be filed with the Insurance Department in preliminary form at least 5 days prior to the date copies of the report are first sent or given to security holders.
FILING INFORMATION REQUIRED BY SCHEDULE B
§ 23.61. Duplicate information.
No solicitation subject to this subchapter shall be made by any person other than the management of an insurer unless, at least five business days beforehand (or any shorter period which the Insurance Department may authorize upon a showing of good cause), there has been filed with the Insurance Department by or on behalf of each participant in the solicitation, a statement in duplicate containing the information specified by Schedule B, as described in Subchapter F (relating to required information for Schedules A and B), and a copy of any material proposed to be distributed to security holders in the furtherance of such solicitation. If preliminary copies of any materials are filed, distribution to security holders shall be deferred until the comments of the Insurance Department have been received and complied with.
Cross References This section cited in 31 Pa. Code § 23.64 (relating to information as to additional participants).
§ 23.62. Reports subsequent to solicitation.
Within 5 business days after a solicitation subject to this subchapter is made by the management of an insurer (or any longer period which the Insurance Department may authorize upon a showing of good cause), there shall be filed with the Insurance Department by or on behalf of each participant in the solicitation, other than the insurer, and by or on behalf of each management nominee for director, a statement in duplicate containing the information specified by Schedule B, as described in Subchapter F (relating to required information for Schedules A and B).
Cross References This section cited in 31 Pa. Code § 23.64 (relating to information as to additional participants); and 31 Pa. Code § 23.67 (relating to solicitations prior to written proxy statements).
§ 23.63. Opposition solicitation.
If any solicitation on behalf of management or any other person has been made or if proxy material is ready for distribution prior to an opposition solicitation subject to this subchapter, a statement in duplicate containing the information specified in Schedule B, as described in Subchapter F (relating to required information for Schedules A and B), shall be filed with the Insurance Department by or on behalf of each participant in the prior solicitation, other than the insurer, as soon as reasonably practicable after the commencement of the opposing solicitation.
Cross References This section cited in 31 Pa. Code § 23.64 (relating to information as to additional participants); and 31 Pa. Code § 23.67 (relating to solicitations prior to written proxy statements).
§ 23.64. Information as to additional participants.
If, subsequent to the filing of the statements required by § § 23.61—23.63 (relating to duplicate information; reports subsequent to solicitation; opposition solicitation), additional persons become participants in a solicitation, there shall be filed with the Insurance Department by or on behalf of each person a statement in duplicate containing the information specified by Schedule B, as described in Subchapter F (relating to required information for Schedules A and B), within 3 business days after the person becomes a participant (or within any longer period the Insurance Department may authorize upon a showing of good cause).
§ 23.65. Material changes.
If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to the statement shall be filed promptly with the Insurance Department.
§ 23.66. Public files.
Each statement and amendment filed according to the provisions of this Subchapter shall be part of the public files of the Insurance Department.
Cross References This section cited in 31 Pa. Code § 23.67 (relating to solicitations prior to written proxy statements).
§ 23.67. Solicitations prior to written proxy statements.
Solicitations subject to this subchapter may be made prior to furnishing security holders with written proxy information, as described in Subchapter F (relating to required information for Schedules A and B), if the following conditions are met:
(1) The statements required by § 23.66 (relating to public files) shall be filed by or on behalf of each participant in such a solicitation.
(2) No form of proxy shall be furnished to security holders prior to the time the written proxy statement required by § 23.21 (relating to required information prior to solicitations) is furnished to such persons. This paragraph shall not apply if a proxy statement then meeting the requirements of Schedule A has been furnished to security holders.
(3) At least the information specified in § § 23.62 and 23.63 (relating to reports subsequent to solicitation; and opposition solicitation) or an appropriate summary shall be included in each communication sent or given to security holders in connection with the solicitation.
(4) A written proxy statement containing the information specified in Schedule A with respect to a solicitation shall be sent or given to security holders at the earliest practicable date.
Cross References This section cited in 31 Pa. Code § 23.46 (relating to definitive copies of soliciting material in the form of public statements).
No part of the information on this site may be reproduced for profit or sold for profit.
This material has been drawn directly from the official Pennsylvania Code full text database. Due to the limitations of HTML or differences in display capabilities of different browsers, this version may differ slightly from the official printed version.
